IMPORTANT NOTICE
By reading the following release, you further
agree to be bound by the following limitations and
qualifications:
This communication is for informational purposes
only and is not intended to and does not constitute an offer or
invitation to exchange or sell or solicitation of an offer to
subscribe for or buy, or an invitation to exchange, purchase or
subscribe for, any securities, any part of the business or assets
described herein, or any other interests or the solicitation of any
vote or approval in any jurisdiction in connection with the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This communication should not be
construed in any manner as a recommendation to any reader of this
communication.
This communication is not a prospectus, product
disclosure statement or other offering document for the purposes of
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14th 2017, as amended from time to time and as
implemented in each member State of the European Economic Area and
under French and Dutch law and regulation.
An offer of securities in the United States
pursuant to a business combination transaction will only be made,
as may be required, through a prospectus which is part of an
effective registration statement filed with the US Securities and
Exchange Commission (“SEC”). Shareholders of Fiat Chrysler
Automobiles N.V. (“FCA”) and Peugeot S.A. who are US persons or are
located in the United States are advised to read the registration
statement when and if it is declared effective by the US Securities
and Exchange Commission because it will contain important
information relating to the proposed transaction. You may obtain
copies of all documents filed with the SEC regarding the proposed
transaction, documents incorporated by reference, and FCA’s SEC
filings at the SEC’s website at http://www.sec.gov. In
addition, the effective registration statement will be made
available for free to shareholders in the United States.
Rueil-Malmaison and London, October 31st 2019
Groupe PSA and FCA plan to join forces
to build a world leader for a new era in sustainable
mobility
Discussions have opened a path to the creation
of a new group with global scale and resources owned 50% by Groupe
PSA shareholders and 50% by FCA shareholders. In a rapidly changing
environment, with new challenges in connected, electrified, shared
and autonomous mobility, the combined entity would leverage its
strong global R&D footprint and ecosystem to foster innovation
and meet these challenges with speed and capital efficiency.
- The combination would
create the 4th largest global OEM in terms of annual unit sales
(8.7m vehicles)
- At its inception, the
combined company would realize among the highest margins in the
markets where it would operate, based on FCA’s strength in North
America and Latin America and Groupe PSA’s in Europe
- The combination would unite
the groups’ respective brand strengths across Luxury, Premium,
Mainstream Passenger Car, SUV and Trucks & Light Commercial –
making them stronger together
- The merged entity would
bring together the companies’ extensive and growing capabilities in
the technologies shaping the new era of sustainable mobility,
including electrified powertrain, autonomous driving and digital
connectivity
- Approximately €3.7 billion
estimated annual run-rate synergies without any plant closures
resulting from the transaction
- Highly respected combined
management team recognised for exceptional value creation and with
proven success in previous OEM combinations
- Dutch parent company Board
would have balanced representation and a majority of independent
Directors. John Elkann as Chairman and Carlos Tavares as CEO and
member of the Board
Rueil-Malmaison and London, 31 October 2019. The
Supervisory Board of Peugeot S.A. and the Board of Directors of
Fiat Chrysler Automobiles N.V. (“FCA”) (NYSE: FCAU / MTA: FCA) have
each unanimously agreed to work towards a full combination of their
respective businesses by way of a 50/50 merger. Both boards have
given the mandate to their respective teams to finalize the
discussions to reach a binding Memorandum of Understanding in the
coming weeks.
The plan to combine the Groupe PSA and FCA
businesses follows intensive discussions between the senior
managements of the two companies. Both share the conviction that
there is compelling logic for a bold and decisive move that would
create an industry leader with the scale, capabilities and
resources to capture successfully the opportunities and manage
effectively the challenges of the new era in mobility.
The proposed combination would create the 4th
largest global OEM in terms of unit sales (8.7 million vehicles),
with combined revenues of nearly €170 billion1 and recurring
operating profit of over €11 billion2 on a simple aggregated basis
of 2018 results excluding Magneti Marelli and Faurecia. The
significant value accretion resulting from the transaction is
estimated to be approximately €3.7 billion in annual run-rate
synergies derived principally from a more efficient allocation of
resources for large-scale investments in vehicle platforms,
powertrain and technology and from the enhanced purchasing
capability inherent in the combined group’s new scale. These
synergy estimates are not based on any plant closures.
It is projected that 80% of the synergies would
be achieved after 4 years. The total one-time cost of achieving the
synergies is estimated at €2.8 billion.
The shareholders of each company would own 50%
of the equity of the newly combined group and would therefore share
equally in the benefits arising from the combination. The
transaction would be affected by way of a merger under a Dutch
parent company and the governance structure of the new company
would be balanced between the contributing shareholders, with the
majority of the directors being independent. The Board would be
composed of 11 members. Five Board members would be nominated by
FCA (including John Elkann as Chairman) and five would be nominated
by Groupe PSA (including the Senior Independent Director and the
Vice Chairman)3. The Chief Executive Officer would be Carlos
Tavares for an initial term of five years and he would also be a
member of the Board.
Carlos Tavares said: “This convergence brings
significant value to all the stakeholders and opens a bright future
for the combined entity. I’m pleased with the work already done
with Mike and will be very happy to work with him to build a great
company together.”
Mike Manley said, "I'm delighted by the
opportunity to work with Carlos and his team on this potentially
industry-changing combination. We have a long history of
successful cooperation with Groupe PSA and I am convinced
that together with our great people we can create a world
class global mobility company."
The new group’s Dutch-domiciled parent company
would be listed on Euronext (Paris), the Borsa Italiana (Milan) and
the New York Stock Exchange and would continue to maintain
significant presences in the current operating head-office
locations in France, Italy and the US.
It is proposed that the by-laws of the new
combined company would provide that the loyalty voting program will
not operate to grant voting rights to any single shareholder in the
Shareholders Meeting exceeding 30%4 of the total votes cast. It is
also foreseen that there would be no carry over of existing double
voting rights but that new double voting rights would accrue after
a three-year holding period after completion of the merger.
A standstill in respect of the shareholdings of
EXOR N.V., Bpifrance Participations SA, DFG and the Peugeot Family
would apply for a period of 7 years following completion of the
merger. EXOR, Bpifrance Participations and the Peugeot Family would
be subject to a 3-year lock-up in respect of their shareholdings
except that the Peugeot Family would be permitted to increase its
shareholding by up to 2.5% during the first 3 years following the
closing, only by acquiring shares from Bpifrance Participations and
DFG.
Prior to the completion of the transaction, FCA
would distribute to its shareholders a special dividend of €5.5
billion, as well as its shareholding in Comau. In addition, prior
to completion, Peugeot would distribute to its shareholders its 46%
stake in Faurecia. This would enable the combined groups’
shareholders to equally share in the synergies and benefits that
would flow from a merger while recognizing the significant value of
FCA’s differentiated platform in North America and strong position
in Latin America, including its market-leading margins in those
regions. It would also reflect the added value that FCA’s
higher-end global brands Alfa Romeo and Maserati would bring given
their substantial development potential.
The extended portfolio would cover all market
segments with iconic brands and strong products based on
rationalized platforms and optimization of investments.
The proposal would be submitted to the
information and consultation process of the relevant employee
bodies, and would be subject to customary closing conditions,
including final board approvals of the binding Memorandum of
Understanding and agreement on definitive documentation.
Contacts:
Investor enquiries:
FCA |
Groupe PSA |
Joe Veltri Vice President, Investor Relations Tel: +1 248 576 9257
investor.relations@fcagroup.com |
Andrea Bandinelli Senior Vice President, Investor Relations
Tel : + 33 6 82 58 86 04 communication-financiere@mpsa.com
|
Media enquiries:
FCA |
Groupe PSA |
Niel Golightly, +1 248 933-6285 niel.golightly@fcagroup.com |
Pierre Olivier Salmon, +33 6 76 86 45 48
pierreolivier.salmon@mpsa.com |
Shawn Morgan, +1 248 512-2692 shawn.morgan@fcagroup.com |
Karine Douet, +33 6 61 64 03 83 karine.douet@mpsa.com |
Andrea Pallard, +39 0110030675 andrea.pallard@fcagroup.com |
|
Fernao Silveira, +55 11 4949-3901 fernao.silveira@fcagroup.com |
|
Leonardo Guan, +86 21 2218 7896
corp.communication@fcagroup.com.cn |
|
Lucy McLellan, +61 3 8698 0200 lucy.mclellan@fcagroup.com |
|
UK/USA |
Sard Verbinnen & Co Jon Aarons, Robert Rendine +44 20 7467
1050/+1 212 687 8080 fca@sardverb.com |
|
ITALY |
Community, Strategic Communications Advisers Auro Palomba, Marco
Rubino +39 02 89404231 fca@communitygroup.it |
|
FRANCE |
Image 7 Anne-France Malrieu, Flore Larger +33 1 53 70 74 95/+33 1
53 70 74 90 fca@image7.fr |
|
About FCA
Fiat Chrysler Automobiles (FCA) is a global
automaker that designs, engineers, manufactures and sells vehicles
in a portfolio of exciting brands, including Abarth, Alfa Romeo,
Chrysler, Dodge, Fiat, Fiat Professional, Jeep®, Lancia, Ram and
Maserati. It also sells parts and services under the Mopar name and
operates in the components and production systems sectors under the
Comau and Teksid brands. FCA employs nearly 200,000 people around
the globe. For more information regarding FCA, please visit
www.fcagroup.com
About Groupe PSA
Groupe PSA designs unique automotive experiences
and delivers mobility solutions to meet all customer expectations.
The Group, which employs 210,000 people, has five car brands,
Peugeot, Citroën, DS, Opel and Vauxhall and provides a wide array
of mobility and smart services under the Free2Move brand. Its ‘Push
to Pass’ strategic plan represents a first step towards the
achievement of the Group’s vision to be “a global carmaker with
cutting-edge efficiency and a leading mobility provider sustaining
lifetime customer relationships”. An early innovator in the field
of autonomous and connected cars, Groupe PSA is also involved in
financing activities through Banque PSA Finance and in automotive
equipment via Faurecia.
Media library: medialibrary.groupe-psa.com
/ @GroupePSA_EN
FCA FORWARD-LOOKING
STATEMENTS
This communication contains forward-looking
statements. These statements are based on the FCA’s current
expectations and projections about future events and, by their
nature, are subject to inherent risks and uncertainties. They
relate to events and depend on circumstances that may or may not
occur or exist in the future and, as such, undue reliance should
not be placed on them. Actual results may differ materially from
those expressed in such statements as a result of a variety of
factors, including: volatility and deterioration of capital and
financial markets, changes in commodity prices, changes in general
economic conditions, economic growth and other changes in business
conditions, weather, floods, earthquakes or other natural
disasters, changes in government regulation, production
difficulties, including capacity and supply constraints,
uncertainties as to whether the proposed business combination will
be agreed or consummated or as to the timing thereof as well as the
realization of the anticipated synergies therefrom, and many other
risks and uncertainties, most of which are outside of the FCA’s
control.
FCA and its affiliates, directors, advisors,
employees and representatives, expressly disclaim any liability
whatsoever for such forward-looking statements.
Forward-looking statements speak only as of the
date they are made. FCA does not assume any obligation to update
any public information or forward-looking statement in this
communication to reflect new information, future events or
circumstances or for any other reason after the date of this
communication, except as may be required by applicable laws, and
any opinion expressed in this communication is subject to change
without notice. FCA shall not have any obligation to correct any
inaccuracies therein or omissions therefrom which may become
apparent.
This communication includes some information on
specific transaction proposals that remain subject to discussions
and certain approvals and other conditions.
GROUPE PSA FORWARD-LOOKING
STATEMENTS
This communication contains forward-looking
statements with respect to the financial condition, results of
operations and business of Groupe PSA, including the expected
effects of any proposed transaction.
Such forward-looking statements are subject to
known and unknown risks, uncertainties and other factors which are
beyond the control of Groupe PSA, including, among other things,
the possibility that the expected synergies and value creation from
the transaction will not be realized, or will not be realized
within the expected time period; the risk that the businesses will
not be integrated successfully; the possibility that the
transaction will not receive the necessary approvals, that the
expected timing of such approvals will be delayed or will require
actions that adversely impact the benefits expected to realized in
the transaction; and the possibility that the transaction does not
close. Neither Groupe PSA , nor any of its respective directors,
officers, employees and advisors nor any other person is therefore
in a position to make any representation as to the accuracy of the
forward-looking statements included in this communication, such as
economic projections and predictions or their impact on the
financial condition, credit rating or financial profile of Groupe
PSA, or the market for the shares of Groupe PSA. The actual
performance, the success and the development over time of the
business activities of Groupe PSA may differ materially from the
performance, the success and the development over time expressed in
or implied from the forward-looking statements contained in this
communication.
Groupe PSA does not assume any obligation to
update any public information or forward-looking statement in this
communication to reflect new information, future events or
circumstances or for any other reason after the date of this
communication, except as may be required by applicable laws, and
any opinion expressed in this communication is subject to change
without notice.
Groupe PSA shall not have any obligation to
correct any inaccuracies herein or omissions herefrom which may
become apparent.
1 Represents FCA Net Revenues, excluding Magneti Marelli, and
Groupe PSA Revenue excluding Faurecia Revenue to Third Parties.
2 Represents FCA Adjusted EBIT, excluding Magneti Marelli, and
Groupe PSA Recurring Operating Income excluding Faurecia
3 Employee representatives would be defined based on legal
requirements at all levels
4 No blocking minority in a Dutch entity; all the decisions made
by simple majority of votes of quorum>50%
- Groupe PSA and FCA plan to join forces to build a world leader
for a new era in sustainable mobility
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